SEC Filings

Red Robin Activists Pappas And Martin Leave Board, Give Up Seats For Good And Disband Their Group

JCP Investment Management still reports 9.8% of Red Robin after the two founders quit the board and dissolved their joint group.

Matteo Parrino Jonathan Ponciano

Matteo Parrino, Jonathan Ponciano

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Red Robin Activists Pappas And Martin Leave Board, Give Up Seats For Good And Disband Their Group

James Pappas of JCP Investment Management and Christopher Martin of Jumana Capital Investments resigned from the Red Robin Gourmet Burgers board and ended the activist group they ran together, according to a Schedule 13D amendment filed Tuesday. JCP Management still reports 1,860,668 shares, or 9.8% of the restaurant chain.

Seats surrendered, group dissolved

Pappas and Martin each told Red Robin they were leaving the board and all its committees, effective October 23. The same day, JCP Management and Jumana Capital each signed a waiver irrevocably giving up any right to name a replacement director.

Under the JCP waiver, the board-seat rights and obligations in Section 1 of the December 2024 cooperation agreement end for the JCP parties. The agreement's other provisions stay in force until terminated under its own terms.

A termination agreement dated October 27 says JCP and Jumana are no longer coordinating or acting as a group on Red Robin. It notes the original group agreement lapsed at its second anniversary, but the two sides chose to keep coordinating anyway.

Who still holds what

Jumana and Martin stop being reporting persons in this filing. They will file separate Schedule 13D statements where the law requires, and JCP will keep filing its own.

Pappas reports 1,944,276 shares, or 10.3%, counting his own 83,608 shares. Jumana Capital reports 1,667,906 shares, or 8.8%, and Martin 1,751,514, or 9.3%. Percentages rest on 18,903,752 shares outstanding as of August 5.

Red Robin sped up the vesting of 31,662 restricted stock units for each director when he resigned.

A refinancing and a refresh

Red Robin, which operates, franchises and develops casual-dining restaurants built around gourmet burgers, had 475 locations at the end of its 2025 fiscal year. Pappas and Martin joined its board in connection with a December 2024 investment, the company said in a press release.

The company said the goals of that investment were largely met, pointing to a refreshed menu, a refranchising program and an October refinancing into a $115 million credit facility. Pappas and Martin said it was the right time to step off the board.

Red Robin's market capitalization stood at $155 million at the time of the report, and JCP remains a large holder without a board seat.

Sources

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